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EXHIBIT 10.2




SENSIENT TECHNOLOGIES CORPORATION




2002 DIRECTORS STOCK PLAN




Adopted December 6, 2001, as amended April 22, 2004 and July 17, 2008




ARTICLE 1




ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN




     Section 1.1 Establishment. Sensient Technologies Corporation, a Wisconsin corporation (the
“Company”), hereby establishes the “Sensient Technologies Corporation 2002 Non-Employee Director
Stock Plan” (the “Plan”) which provides for the grant of stock to Non-Employee Directors of the
Company. For purposes of this Plan, a “Non-Employee Director” means any individual who is a
“non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).



     Section 1.2 Purpose. The purpose of this Plan is to advance the interests of the Company by
aligning the interests of the Company’s stockholders and Non-Employee Directors, and by enabling
the Company to attract and retain the services of directors upon whose judgment, interest and
special effort the successful conduct of its operations is largely dependent.



     Section 1.3 Term of Plan. This Plan shall become effective upon its adoption by the
Company’s Board of Directors (the “Board”). This Plan shall remain in effect, subject to the right
of the Board to earlier terminate this Plan pursuant to Section 6.1 hereof, until all shares of
Common Stock subject to it shall have been issued pursuant to the provisions hereof.



ARTICLE 2




ELIGIBILITY AND PARTICIPATION




     Section 2.1 Eligibility and Participation. Participants (the “Participants”) in this Plan
shall include each member of the Board who is a Non-Employee Director at the time Common Stock of
the Company is issued pursuant to this Plan.



ARTICLE 3




ADMINISTRATION




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     Section 3.1 Administration. This Plan shall be administered by the Nominating and Corporate
Governance Committee of the Board.



     Section 3.2 Powers and Authority of the Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee, by majority action thereof, shall have complete and
sole authority to:



          (a) Interpret this Plan and apply its provisions, and prescribe, amend and rescind rules,
regulations, procedures, and forms relating to this Plan;




          (b) Authorize any person to execute, on behalf of the Company, any instrument required to
carry out the purposes of this Plan;




          (c) Amend any outstanding agreement relating to any Common Stock issued pursuant to this Plan,
subject to legal restrictions and to the consent of the Participant who entered into such
agreement; and




          (d) Make all other determinations and take all other actions deemed necessary or advisable for
the administration hereof and provide for conditions and assurances deemed necessary or advisable
to protect the interests of the Company in connection herewith;



but only to the extent that any of the foregoing are not contrary to the express provisions hereof.
Determinations, interpretations or other actions made or taken by the Nominating and Corporate
Governance Committee pursuant to the provisions hereof shall be final, binding and conclusive for
all purposes and upon all persons. The Nominating and Corporate Governance Committee’s decisions
need not be uniform and may be made selectively among Participants, whether or not they are
similarly situated.




     Notwithstanding the foregoing, the Nominating and Corporate Governance Committee shall have no
discretion or authority to: (i) designate the Participants to be issued Common Stock; (ii)
determine the number of shares of Common Stock to be issued to each such Participant; (iii)
determine the terms and conditions of such Common Stock relating to restrictions or lapse thereof;
or (iv) prescribe the consideration for the issuance of Common Stock hereunder and determine the
sufficiency of such consideration, which matters shall be as hereafter provided.



     Section 3.3 Composition of Nominating and Corporate Governance Committee. The Nominating
and Corporate Governance Committee shall consist of no less than two members of the Board who shall
be appointed by the Board.



ARTICLE 4




STOCK SUBJECT TO PLAN




     Section 4.1 Number. The total number of shares of Common Stock reserved and available for
issuance under this Plan shall initially be 90,000. The number of shares of Common Stock reserved
and available for issuance hereunder shall be subject to



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adjustment upon occurrence of any of the events indicated in Section 4.2 hereof. The shares to
be issued under this Plan shall consist of treasury Common Stock or authorized but unissued shares
of Common Stock, not reserved for any other purpose. In the event any shares of Common Stock that
are granted under the Plan are forfeited, such shares again shall become available for issuance
under the Plan.




     Section 4.2 Adjustment in Capitalization. In the event of any change in the outstanding
shares of Common Stock that occurs, whether prior to or after the effective date of this Plan, by
reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination,
spin-off, split-up, exchange of shares or other similar corporate change, the aggregate number of
shares of Common Stock authorized for issuance hereunder shall be appropriately adjusted by the
Nominating and Corporate Governance Committee, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. In such event, the
Nominating and Corporate Governance Committee shall also have the discretion to make appropriate
adjustments in the number of shares of Common Stock authorized for issuance to Participants
hereunder.



ARTICLE 5




SHARE AWARDS




     Section 5.1 Grant of Common Stock. Effective with the 2009 annual meeting of shareholders,
subject to this Section and Sections 1.3, 4.1 and 4.2 hereof, each person who was a Non-Employee
Director of the Company immediately following each annual meeting of shareholders of the Company
shall, without further action by the Board or the Nominating and Corporate Governance Committee, be
issued 1,300 shares of the Company’s Common Stock (subject to appropriate adjustment as provided in
Section in Section 4.2 hereof) as soon as reasonably practicable, but in no event later than 5
days, following such date. Such shares of Common Stock shall be evidenced by a written agreement
to be entered into between the Company and the Participant. Such shares of Common Stock shall not
be transferable and shall be immediately and automatically forfeited to the Company in the event
the Participant ceases to serve as a member of the Board, provided, however, that such forfeiture
provision shall lapse with respect to one-third of the shares of Common Stock so issued on the date
of each of the next three annual meetings of stockholders, if the participant continuously serves
as a member of the Board until such annual meeting date (such period until the forfeiture provision
on the shares shall lapse, the “Period of Restriction”). The Nominating and Corporate Governance
Committee shall have no discretion in determining the number of shares of Common Stock issued to
each Participant.



     Section 5.2 Cessation of Service.



          (a) Death, Disability or Retirement. Upon cessation of service as a Non-Employee Director
of the Company due to death, disability, voluntary retirement or retirement required under any
mandatory policy of the Company then in effect, or for any



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other reason other than removal of the Participant from the Board as set forth in Section
5.2(b) below, the Period of Restriction shall immediately lapse.




          (b) Removal. Upon cessation of service as a Non-Employee Director of the Company due to
removal from the Board in accordance with the procedures set forth in Sections 180.0808 and
180.0809 of the Wisconsin Business Corporation Law or the Company’s Bylaws, as amended from time to
time, any shares of Common Stock with respect to which the Period of Restriction has not yet lapsed
shall be immediately and automatically forfeited to the Company.




     Section 5.3 Change of Control.



          (a) In the event of a “Change of Control” (as hereinafter defined), the Period of Restriction
shall be deemed to have lapsed immediately prior to the consummation of the transaction
constituting the Change of Control.




          (b) A “Change of Control” of the Company means:





     (i) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of 20% or more of either (A) the then outstanding shares of
common stock of the Company (the “Outstanding Company Common Stock”) or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change of Control: (1) any
acquisition directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or (4) any acquisition
pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 5.3(b); or




     (ii) individuals who, as of December 6, 2001, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
December 6, 2001 whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or



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     (iii) consummation by the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a “Business Combination”),
in each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (B) no person
(excluding any employee benefit plan (or related trust) of the Company or of such
corporation resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or the action of the Board,
providing for such Business Combination; or




     (iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



     Section 5.4 Restrictions on Common Stock. Notwithstanding the foregoing, the Company may
delay the issuance of Common Stock under the Plan until applicable Federal, “blue sky” and state
securities law requirements and any stock exchange requirements are satisfied. The Nominating and
Corporate Governance Committee shall impose such restrictions on any shares of Common Stock issued
pursuant to this Plan as it may deem necessary or advisable to comply with restrictions under
applicable Federal securities laws, under the requirement of any stock exchange upon which such
shares of Common Stock are then listed, and under any “blue sky” or state securities laws
applicable to such shares.



     Section 5.5 Registration. Any Common Stock granted hereunder to a Participant may be
evidenced in such manner as the Nominating and Corporate Governance Committee may deem appropriate,
including, without limitation, book-entry



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registration or issuance of a stock certificate or certificates. In the event any stock
certificate is issued in respect of shares of Common Stock granted hereunder to a Participant, such
certificate shall be registered in the name of the Participant and shall bear an appropriate legend
(as determined by the Nominating and Corporate Governance Committee) referring to the terms,
conditions and restrictions applicable to such Common Stock. In the event such Common Stock is
issued in book-entry form, the depository and the Company’s transfer agent shall be provided with
notice referring to the terms, conditions and restrictions applicable to such Common Stock,
together with such stop-transfer instructions as the Nominating and Corporate Governance Committee
deems appropriate.



     Section 5.6 Removal of Restrictions. Except as otherwise provided in Sections 5.1, 5.2, 5.3
and 5.7 hereof, shares of Common Stock covered by each Common Stock grant made under the Plan shall
become freely transferable by the Participant after the last day of the Period of Restriction. Once
the shares are released from the restrictions, the Participant shall be entitled to have the legend
required by Section 5.5 removed from his or her stock certificates, to the extent such legend is no
longer applicable.



     Section 5.7 Voting Rights. During the Period of Restriction, Participants holding shares of
Common Stock granted hereunder may exercise full voting rights with respect to those shares.



     Section 5.8 Dividends and Other Distributions. During the Period of Restriction,
Participants holding shares of Common Stock granted hereunder shall be entitled to receive all
dividends and other distributions paid with respect to those shares while they are so held. If any
such dividends or distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Common Stock with respect to which they were
paid.



     Section 5.9 Nontransferability of Common Stock. No shares of Common Stock granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise
than by will or by the laws of decent and distribution, until the termination of the applicable
Period of Restriction. All rights with respect to the Common Stock granted to a Participant under
the Plan shall be exercisable during his or her lifetime only by such Participant.



ARTICLE 6




GENERAL PROVISIONS




     Section 6.1 Amendment and Termination. The Board may at any time amend, alter, suspend,
discontinue or terminate this Plan.



     Section 6.2 Taxes. The Company shall be entitled to withhold the amount of any tax
attributable to shares of Common Stock deliverable under this Plan after giving the person entitled
to receive such shares of Common Stock notice as far in advance as



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practicable, and the Company may defer delivery if any such tax may be pending unless and
until indemnified to its satisfaction. A Participant may elect to pay all or a portion of the
federal, state and local withholding taxes arising in connection with the lapse of restrictions on
Common Stock, by electing to (i) have the Company withhold shares of Common Stock, (ii) tender back
shares of Common Stock received in connection with such benefit, or (iii) deliver other previously
owned shares of Common Stock, having a fair market value equal to the amount to be withheld;
provided, however, that the amount to be withheld shall not exceed the Participant’s estimated
total federal, state and local tax obligations associated with the transaction. The written
election must be made on or before the date as of which the amount of tax to be withheld is
determined. The fair market value of fractional shares of Common Stock remaining after payment of
the withholding taxes shall be paid to the Participant in cash.



     Section 6.3 Indemnification. Each person who is or shall have been a member of the
Nominating and Corporate Governance Committee or of the Board shall be indemnified and held
harmless by the Company against and from any loss, cost, liability or expense that may be imposed
upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or
proceeding to which he may be a party or in which he may be involved by reason of any action taken
or failure to act under this Plan and against and from any and all amounts paid in settlement
thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such
action, suit or proceeding against him, provided, however, that he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he undertakes to handle and
defend it on his own behalf. The foregoing right shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company’s Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.



     Section 6.4 Rights of Board Members. Nothing in this Plan shall interfere with or limit in
any way the rights of stockholders of the Company or the Board to elect or remove members of the
Board at any time nor confer upon any Participant any right to continue as a member of the Board.



     Section 6.5 No Right to Specific Assets. Nothing contained in the Plan and no action taken
pursuant to the Plan shall create or be construed to create a trust of any kind or any fiduciary
relationship between the Company and any Participant, the executor, administrator or other personal
representative or designated beneficiary of such Participant, or any other persons. To the extent
that any Participant or his executor, administrator, or other personal representative, as the case
may be, acquires a right to receive any benefit from the Company pursuant to the Plan, such right
shall be no greater than the right of an unsecured general creditor of the Company.



     Section 6.6 Rights as a Stockholder. A Participant shall have no rights as a stockholder
with respect to any Common Stock until he shall have become the holder of record of such Common
Stock.



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     Section 6.7 Headings and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and shall not be employed
in the construction of the Plan.



     Section 6.8 Controlling Law. The issuance of Common Stock shall be subject to all
applicable laws, rules and regulations, and to such approvals and any governmental agencies or
national securities exchanges as may be required. This Plan shall be construed and enforced
according to the laws of the State of Wisconsin without regard to conflict of laws.




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